Prepared by R.R. Donnelley Financial -- MCI Service Agreement dated April 8, 2004




 Exhibit 10.28 
  
 MCI Service Agreement 
  

									
	 CallWave Inc.
 136 West Canon Perdido
Street
	  	 	  	CallWave Inc.	  	 	  	 
	 	  	 	  	 	  	 	  	 
	Santa Barbara, CA 93101	  	 	  	David S. Trandall, V.P. of Operations	  	 	  	Acceptance Date
				
	MCI — Office Use Only	  	MCI WORLDCOM Communications, Inc.	  	 	  	 
	Corp ID	  	Segment: NA	  	 	  	 	  	 
	 Contract: 434838-04
 Sales Rep: Lisa Rajic
(213) 337-1832
	  	Billing Code: 02	  	 	  	 	  	 
	  	 	  	David S. Muller, Vice President of Business Development	  	 	  	Acceptance Date

  
 This Agreement, together with any
Attachments and Schedules (“Agreement”), is made by and between MCI WORLDCOM Communications, Inc. (“MCI”), on behalf of itself and its affiliates and successors and CallWave inc. (“Customer”). This Agreement is binding
upon execution by Customer and service and account activation by MCI. The rates, discounts, charges and credits set forth herein shall be effective the first day of the second full billing cycle following the acceptance and execution of this
Agreement by MCI (“Effective Date”). Acceptance of this Agreement by MCI is subject to Customer meeting MCI’s standard credit requirements, which may be based on commercially available credit reviews, to which Customer hereby
consents. 
  
 ACCEPTANCE DEADLINE. This document shall be of no force and effect,
and the offer contained in it shall be withdrawn, unless this Agreement is executed by the Customer and delivered to MCI on or before May 08, 2004. 
  
 TERMS AND CONDITIONS 
  

	1.	 	SERVICES MCI will provide to Customer the following international, interstate, intrastate and local communications services: Option 2 Access (Network), Option 2 Toll Free - Domestic
(“Services”) and those identified in the Services Attachments to this Agreement, which are incorporated by reference. 

  

	2.	 	TARIFF AND GUIDE. MCI’s provision of Services to Customer will be governed by MCI’s international, interstate and state tariffs (“Tariff(s)”) and MCI’s
“Service Publication and Price Guide” (“Guide”), each as supplemented by this Agreement. This Agreement incorporates by reference the terms of each such Tariff and Guide. The Guide is available to Customer on MCl’s internet
website (www.mci.com) (“Website”) and at MCl’s offices during regular business hours at 22001 Loudoun County Parkway, Ashburn, VA 20147. MCI may modify the Guide from time to time, and any modification will be binding upon Customer.
Except for new services, service features, service options, or service promotions, which will become effective immediately upon their posting in the Guide on the Website, any modification made to the Guide will become effective beginning on the
first day of the next calendar month following its posting on the Website or, thereafter, on the first day of the next service billing cycle whenever adjustments are made to rates or charges, provided that no modification shall become effective and
binding on Customers until it has been posted in the Guide for at least fifteen (15) calendar days. The contractual relationship between MCI and Customer shall be governed by the following order of precedence: (i) the Tariffs to the extent
applicable, (ii) the provisions of this Agreement, (with services-specific terms having precedence over general terms), and (iii) the Guide. Capitalization terms defined in this Agreement (including attachments incorporated by reference) have the
meaning given them in this Agreement. 

  

	3.	 	CHANGES TO THE GUIDE. If MCI makes any changes to the Guide (other than changes to Governmental Charges referenced below) which affect Customer in a material and adverse manner,
Customer, as its sole remedy, may discontinue the affected Service without liability by providing MCI with written notice of discontinuance within sixty (60) days of the date such change is posted on the Website. Customer shall pay all charges
incurred up to the time of Service discontinuance. MCI may avoid Service discontinuance if, within sixty (60) days of receipt of Customer’s written notice, it agrees to amend this Agreement to eliminate the applicability of the material and
adverse change. If a Service is discontinued hereunder, Customer’s AVC (as defined below), will be reduced, as appropriate, to accommodate the discontinuance. A “material and adverse change” shall not include, nor be interpreted to
include, (i) the introduction of a new service or any new service feature associated with an existing service, including all terms, conditions and prices relating thereto, or (ii) the imposition of or changes to Governmental Charges.


  

	4.	 	TERM. The “Initial Term” Shall begin on the Effective Date and end upon the completion of [*] months. The Agreement will be automatically extended (“Extended
Term”) on a month-to-month basis upon the expiration of the Initial Term, unless either party has delivered written notice of its intent to terminate the Agreement at least sixty (60) days prior to the end of the Initial Term. Either party may
terminate this Agreement during the Extended Term upon sixty (60) days prior written notice. Term shall mean the Initial Term and the Extended Term. 

  

	5.	 	MINIMUM ANNUAL VOLUME COMMITMENT (“AVC”). Customer agrees to pay MCI no less than [*] in Total Service Charges (as hereinafter defined) during each Contract Year. A
“Contract Year” shall mean each consecutive twelve-month period of the Initial Term commencing on the Effective Date. During each monthly billing period of the Extended Term, Customer’s Total Service Charges must equal or exceed
one-twelfth (1/12) of the AVC. “Total Service Charges” shall mean all charges, after application of all discounts and credits, incurred by Customer for Services provided under this Agreement, specifically excluding: (i) taxes, tax-like
charges and tax-related surcharges; (ii) charges for equipment and colocation (unless otherwise expressly stated herein); (iii) charges incurred for goods or services where MCI or MCI affiliate acts as agent for Customer in its acquisition of goods
or services; (iv) non-recurring charges; (v) “Governmental Charges” as defined below; (vi) international pass-through access charges (i.e., Type 3/PTT) and charges for international access provided by MCI (i.e., Type 1); and (vii) other
charges expressly excluded by this Agreement. 

  

	6.	 	UNDERUTILIZATION CHARGES. If, in any Contract Year during the Initial Term, Customer’s Total Service Charges do not meet or exceed the AVC, then Customer shall pay: (a) all
accrued but unpaid usage and other charges incurred under this Agreement; and (b) an “Underutilization Charge” in an amount equal to [*] of the difference between the AVC and Customer’s Total Service Charges during such Contract Year.
If, in any monthly billing period during the Extended Term, Customer’s Total Service Charges do not meet or exceed one-twelfth (1/12) of the AVC then Customer shall pay: (a) all accrued but unpaid usage and other charges incurred under this
Agreement, and (b) an “Underutilization Charge” equal to the difference between one-twelfth (1/12) of the AVC and Customer’s Total Service Charges during such monthly billing period. 

  

	7.	 	EARLY TERMINATION CHARGES. If: (a) Customer terminates this Agreement during the Initial Term for reasons other than Cause; or (b) MCI terminates this Agreement for Cause pursuant
to the Sections entitled “Termination for Cause” or “Termination by MCI,” then Customer will pay, within thirty (30) days after such termination: (i) all accrued but unpaid charges incurred through the date of such termination,
plus (ii) an amount equal to [*] 



	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 1 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
  
 the AVC for each Contract Year (and a pro rata portion thereof for any partial Contract Year) remaining in the unexpired
portion of the Initial Term on the date of such termination, plus (iii) a pro rata portion of any and all credits received by Customer. 
  

	8.	 	RATES AND CHARGES. Customer agrees to pay the rates and charges specified in this Agreement (including rates and charges incorporated by reference). In the event (i) Customer
receives any services that are not the subject of rates, charges and discounts expressly specified in this Agreement, or (ii) Customer purchases any services after the expiration of the Term, Customer shall pay MCI’s standard rates as set forth
in the Guide (or Tariffs, if applicable) for those services. Except where explicitly stated otherwise for a particular service, all rates and charges are subject to change and all discount percentages set forth in this Agreement are fixed for the
term of the Agreement. Except where explicitly stated otherwise, Customer will not be eligible to receive any other additional discounts, promotions and/or credits (Tariffed or otherwise). Except where explicitly stated otherwise, the rates and
charges set forth in this Agreement do not include (without limitation) charges for all possible non-recurring charges, access service, local exchange service, access/egress (or related) charges imposed by a third party other than MCI or an MCI
affiliate, Internet service, on-site installation, applicable sales, use, excise, utility, and gross receipts taxes and other similar tax-like surcharges, governmental charges, network application fees, customer premises equipment or extended wiring
to or at Customer premises. 

  

	9.	 	Billing Increments: MCI shall bill Customer’s Interstate Inbound Services (Option 2) in six (6) [*]. 

  

	10.	 	GOVERNMENTAL CHARGES. MCI may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or
quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs (“Governmental Charges”). Examples of such Governmental Charges include, but are not limited to, Universal Service funding, and
compensation payable to payphone service providers for use of their payphones to access MCI’s service. 

  

	11.	 	TAXES. All charges are exclusive of applicable taxes, tax-like charges and tax-related surcharges, as those terms are defined in the Guide, which Customer agrees to pay. However, if
applicable, MCI will exempt Customer in accordance with law, effective on the date MCI receives a valid exemption certificate for Customer. 

  

	12.	 	PAYMENT. Customer agrees to pay MCI for all Services within thirty (30) days of invoice date. Payments must be made at the address designated on the invoice or other such place as
MCI may designate. Amounts not paid on or before thirty (30) days from invoice date shall be considered past due, and Customer agrees to pay a late payment charge equal to the lesser of: (a) one and one-half percent (1.5%) per month, compounded, or
(b) the maximum amount allowed by law, as applied against the past due amounts. Customer must give MCI written notice of a dispute with respect to MCI charges or application of taxes within six (6) months of the date of an invoice, or such invoice
shall be deemed to be correct and binding on Customer. Customer shall be liable for the payment of all fees and expenses, including attorney’s fees, reasonably incurred by MCI in collecting, or attempting to collect, any charges owed hereunder.


  

	13.	 	TERMINATION FOR CAUSE. Either party may terminate Agreement for Cause. As to payment of invoices, “Cause” shall mean the Customer’s failure to pay any invoice within
thirty (30) days after the date of the invoice. For all other matters, “Cause” shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching
party, and the breach has not been cured within thirty (30) days after delivery of such notice. 

  

	14.	 	TERMINATION BY MCI. MCI may discontinue service and/or terminate this Agreement immediately upon notice to Customer (a) if Customer fails, after MCI’s request, to provide a
bond or security deposit; or (b) if Customer provides false information to MCI regarding the Customer’s identity, creditworthiness, or its planned use of the Services. MCI may discontinue service immediately, without notice, if interruption of
service is necessary to prevent or protect against fraud or otherwise protect MCI’s personnel, facilities, or services. 

  

	15.	 	CONFIDENTIAL INFORMATION. Commencing on the date Customer executes this Agreement and continuing for a period of three (3) years from the termination of this Agreement, each party
shall protect as confidential, and shall not disclose to any third party, any Confidential Information received from the disclosing party or otherwise discovered by the receiving party during the Term of this Agreement, including, but not limited
to, the pricing and terms of this Agreement, and any information relating to the disclosing party’s technology, business affairs, and marketing or sales plans (collectively the “Confidential Information”). The parties shall use
Confidential Information only for the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its
disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it
without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order.


  

	16.	 	DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, MCI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MCI SERVICES, RELATED PRODUCTS, EQUIPMENT,
SOFTWARE OR DOCUMENTATION. MCI SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.


  

	17.	 	DISCLAIMER OF CERTAIN DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT
LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN
OF THE POSSIBILITY OF SUCH DAMAGES. 

  

	18.	 	LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF MCI TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION,
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE LIMITED TO THE LESSER OF: (A) DIRECT DAMAGES PROVEN BY CUSTOMER; OR (B) THE AMOUNT PAID BY CUSTOMER TO MCI UNDER THIS AGREEMENT FOR THE
ONE (1) MONTH PERIOD PRIOR TO ACCRUAL OF THE MOST RECENT CAUSE OF ACTION. NOTHING IN THIS SECTION SHALL LIMIT MCI’S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY
MCl’S NEGLIGENCE; OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY MCl’S NEGLIGENCE. 

  

	19.	 	ASSIGNMENT. Either party may assign this Agreement or any of its rights hereunder to an affiliate or successor without the prior written consent of the other party, provided that if
Customer assigns this Agreement to an affiliate or successor, then such affiliate or successor must meet MCI’s creditworthiness standards. Any attempted transfer or assignment of this Agreement by either party not in accordance with the terms
of this Section shall be null and void. 

  

	20.	 	SERVICE MARKS, TRADEMARKS AND PUBLICITY. Neither MCI nor Customer shall: (a) use any service mark or trademark of the 



	[*]	 	Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 

  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 2 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
  
 other party, or (b) refer to the other party in connection with any advertising, promotion, press release or publication
unless it obtains the other party’s prior written approval. 
  

	21.	 	GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York without regard to its choice of law principles. 

  

	22.	 	NOTICE. All notices (including Customer’s notice of disconnect), requests, or other communications (excluding invoices) hereunder shall be in writing and either transmitted via
overnight courier, electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt requested to the parties at the following addresses. Notices will be deemed to have been given when received. Customer shall
provide thirty (30) days prior written notice for the disconnection of service. Notwithstanding any such termination. Customer will remain liable for any applicable early termination charges set forth in this Agreement. For a service disconnect
notice to be effective, Customer must receive a confirmation from MCI’s Customer Service organization stating that the disconnect notice was received and accepted. 

  

			
	To MCI Operation Center	  	With a copy to:
	 MCI
	  	 MCI

	 3300 East Renner Road
	  	 22001 Loudoun County Parkway

	 Richardson, TX 75081
	  	 Ashbum, VA 20147

	 Attn: Customer Service
	  	 Attn: Vice President and Chief Counsel

	 or via email to:
	  	 Business Transactions

	 notice@mci.com
	  	 Department of Law and Public Policy


  

	23.	 	ENTIRE AGREEMENT. This Agreement (and any Attachments and other documents incorporated herein by reference) constitutes the entire agreement between the parties with respect to the
Services provided under this Agreement and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. Except as otherwise set forth herein, no amendment to this Agreement shall be valid
unless signed by Customer and accepted by MCI. 

  
 ADDITIONAL
ATTACHMENTS: This Agreement incorporates the following Attachment(s): 
 Customer Profile Attachment 
 Services Attachment 
 Promotions Attachment

 Special Pricing Attachment 
  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 3 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
 Customer Profile Attachment 
  
 Customer Profile 
 for CallWave Inc. 
  
 MCI Commercial Customer Profile 
  
 Sales Information 
  

									
	Sales Rep /ARM Name	  	Sales Rep ID	  	  ̈   East
	  	  ̈   National
	  	East & National / Telecom: 6929 N. Lakewood Ave., Tulsa, OK 74117 (918-590-6000)
	Lisa Rajic	  	138505880	  	  ̈   West
	  	  ̈   Agents
	  	West & Agents: 20855 Stone Oak Parkway, San Antonio, TX 78258 (210-484-2454)

  

													
						
	Applicant Information	  	 	  	 	  	 	  	 	  	 
	Complete Company Name (If Incorporated, name shown on corporate charter)	  	Taxpayer ID (Required)	  	Date Business Started
	 CallWave Inc.
	 	 	  	 	  	 	  	 	  	 	  	 
	Main Business Phone Number	  	Type of Business (Required)	  	 	  	 	  	State of Incorporation	  	Date of Incorporation
	 8056904101
	 	 	  	messaging	  	 	  	 	  	 	  	 
	Street Address — Line 1	  	 	  	 	  	 	  	 
	 136 West Canon Perdido Street
	  	 	  	 	  	 	  	 
	Street Address — Line 2	  	 	  	City	  	 	  	State	  	 Zip + 4

	 	  	 	  	 Santa Barbara
	  	 CA
	  	 93101

	Billing Address — Line 1	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 
	Billing Address — Line 2	  	 	  	City	  	 	  	State	  	 Zip + 4

	 	 	 	  	 	  	 	  	 	  	 	  	 
					
	Parent of Subsidiary Information	  	 	  	 	  	 	  	 
	Check One	  	Name of Business	  	 	  	 	  	State of Incorporation	  	Percentage Owned
							
	  ̈      Parent
	 	  ̈      Subsidiary
	  	 	  	 	  	 	  	 	  	 
	 	 	 	  	 	  	 	  	 	  	 	  	 
	Principal, Partner, and Major-Shareholder Information	  	 	  	List the complete names of all principals, partners, and
major shareholders.
	 	 	 	 	 	 
	Check One	  	 Name of Owner                            
  
	  	 	  	 	  	Social Security Number	  	 
	  ̈      Sale
         Proprietorship
	 	  ̈      Partnership
	  	 Name of Partner 1
  
	  	 	  	 	  	Social Security Number	  	 
	  ̈      LLC
	 	  ̈      LLP
	  	 Name of Partner 2
  
	  	 	  	 	  	Social Security Number	  	 
	  ̈      Private
         Corporation
	 	  ̈      Public
         Corporation
	  	 Name of Officer 1
  
	  	 	  	 	  	Title	  	 
	 	 	Stock Symbol:	  	 Name of Officer 2
  
	  	 	  	 	  	Title	  	 
	 	 	 	  	 	  	 	  	 	  	 	  	 
							
	References	 	 	  	 	  	 	  	 	  	 	  	 
	Name of Bank	 	 	  	 	  	 	  	 	  	Phone	  	Fax
	 	 	 	  	 	  	 	  	 	  	 	  	 
	Lending Officer	 	 	  	 	  	 	  	 	  	Account Number	  	 
	 	 	 	  	 	  	 	  	 	  	 	  	 
		
	Previous or Existing Local-Service Provider	  	Previous or Existing Long-Distance Provider
				
	General Trade References	  	 	  	 	  	List businesses with which the Applicant has traded
within the last 12 months.
	     Company
	 	 	  	 Name of Contact
	  	 	  	 	  	Phone	  	Fax
	 1
	 	 	  	 	  	 	  	 	  	 	  	 
	 2
	 	 	  	 	  	 	  	 	  	 	  	 
	 3
	 	 	  	 	  	 	  	 	  	 	  	 
						
	Usage and Credit	  	 	  	 	  	 	  	 	  	 
	Estimated Monthly Usage	  	Requested Credit Limit	  	 	  	 	  	 	  	Application-Tracking ID
	 1000
	 	 	  	 	  	 	  	 	  	 	  	160264
	Name of Person Providing Information	  	Title of Person Providing Information	  	 
	 David S. Trandall
	  	 V.P. of Operations
	  	 

  


					
	 	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 4 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
 Services Attachment 
  
 Services 
 for CallWave Inc. 
  
 Voice Services 
  
 Long Distance Service Attachment 
  

	I.	 	GENERAL. 

  
 The long distance services provided pursuant to this Attachment (“Long Distance”) are governed by, and will change in accordance with, the Guide
and applicable Tariffs, as supplemented by this Attachment and the related Agreement. 
  

	II.	 	RATES AND CHARGES. 

  

	 	A.	 	INTRASTATE INBOUND (TOLL FREE) SERVICE. Customer will pay the following current per minute rates, for inbound (toll free) usage (based on termination type). Other Long Distance
rates and charges are set forth in the applicable Tariffs. 

  

							
	 State

	  	Rate Per-Minute
Switched
& Card as
applicable

	 	 	Rate Per-Minute
Dedicated & Local

	 
	 [ * ]
	  	[ 	* ]	 	[ 	* ]


 [*] Confidential treatment has been requested for the
bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
  


					
	 	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 5 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
 Services Attachment (Continued) 
  

					
	 State

	  	Rate Per-Minute
Switched &
Card,
as applicable

	 	Rate Per-Minute
Dedicated &
Local*


	 [*]
	  	[*]	 	[*]

  

	*	 	Indicates pricing, where applicable, for those Customers originating/terminating based upon call type for calls over MCI local service. 

  

	 	B.	 	INTERSTATE INBOUND (TOLL FREE) SERVICE. Customer will pay the following per minute rates, which are fixed for the term of this Agreement, for inbound (toll free) usage (based on
termination type). Other Long Distance rates and charges are set forth in the Guide Provisions for Voice Services. [*] 

  
  

	 	C.	 	INTERNATIONAL INBOUND (TOLL-FREE) SERVICE. Customer will pay the per minute rates specified in the Guide Provisions relating to MCI Business Services for International Toll Free
Service usage which originates from the applicable international locations and terminates via switched, dedicated, or local terminations in the U.S. Mainland, Hawaii, and the U.S. Virgin Islands. 

  

	 	D.	 	DISCOUNTS. 

  

	 	1	 	Customer will receive a discount off the Interstate rates listed above. 

  

			
	 Service Type

	  	Discount off
Per Minute
Rate


	 Interstate Inbound (Toll Free) Usage
	  	[*]

  
 Other Services

  
 Network Access Service Attachment 
  

	I.	 	GENERAL. 

  
 The MCI network access services provided pursuant to this Attachment (“Access Service”) are governed by the Guide provisions relating to Access
for MCI Business Services I, as supplemented by this Attachment and the related Agreement. 
  

	II.	 	RATES AND CHARGES. 

  

	 	A.	 	Monthly recurring charges, which are fixed for the term of this Agreement, and one-time charges related to the Access Service are set forth in the Guide provisions relating to MCI
Business Services I. 

  

	 	B.	 	DISCOUNTS. Customer will receive the following discount percentage off the monthly recurring charges listed in the Guide for the following types of Access. 


 

			
	 Service Type

	  	Discount
off
Monthly
Recurring
Change


	 Access DS0
	  	[*]
	 Access DS1
	  	[*]
	 Access DS3
	  	[*]


 [*] Confidential treatment has been requested for the
bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
  


					
	 	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 6 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
 Promotions Attachment 
  
 Promotions 
 for CallWave Inc. 
  
 ON THE NETWORK II LIT BUILDING ACCESS PROMOTION 
  
 New and existing customers who (i) enroll in this promotion by May 31, 2004 and (ii) sign and submit a new MCI Service Agreement by June 30,
2004, are eligible to receive the reduced monthly recurring charges (“MRC”) and non-recurring installation charges listed below for new access service, based on the subscribed access service type and bandwidth and on the term commitment,
where the access loop is provisioned entirely on MCI-owned fiber (“Type 1 – Lit Building”). 
  

									
	 Access Type Bandwidth

	  	One-Year Term MRC

	 	Two-Year Term MRC

	 	Three + Year Term MRC

	 	 Non-Recurring Installation
 Change


	 [*]
	  	[*]	 	[*]	 	[*]	 	[*]

  
 The promotional rate will apply for
the duration of Customer’s subscribed term. Standard access term discounts, if applicable, will apply to these promotional rates for DS0 (Hubless) Access and T-1 Digital Access services. However, no additional discounts (based on term or
otherwise), promotions or other benefits will apply to DS3 Local Access, OC3 SONET Access and OC12 SONET Access services benefiting from this promotion. 
  
 In the alternative, where applicable, Customers enrolled under this promotion also are eligible to receive the reduced MRCs and non-recurring installation charges listed
below on new access service, based on the subscribed access service type and bandwidth, where the access loop is provisioned entirely on MCI-owned fiber within a building – that contains an MCI Point of Presence (POP) that is an endpoint for an
MCI-owned long distance/data services network. 
  

					
	 Access Type and Bandwidth

	  	Monthly Recurring

	 	Non Recurring


	 [*]
	  	[*]	 	[*]

  
 No additional discounts (based on term
or otherwise), promotions or other benefits will apply to access services benefiting from this promotion. This promotion applies only to access service entirely within the 48 contiguous United States (including domestic sites on an international
network). To qualify for this promotion, access circuit installation must be completed by May 31, 2004. 

 [*] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
  


					
	 	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 7 of 8	  	Printed April 8, 2004 at 4:33:00 PM










 MCI Service Agreement 
 Special Pricing Attachment 
  
 Special Pricing 
 for CallWave Inc. 
  
 During the Term, Customer will receive the following rates and discounts which are IN LIEU OF all standard Tariffed discounts and Additional
Monthly Discount (“AMD”) and will be applied to the standard rates for MCI Service Agreement Service for a [*]. 
  
 Interstate Inbound Voice Service (Option 2). For Interstate Inbound Voice Service, Customer will be charged the following rates per minute based upon the origination and
termination of the call, less a fixed discount of [*]. These rates will not fluctuate with changes to the Guide rates. These rates are in lieu of any other rates, discounts or promotions, including BAD discounts. 
  

			
	 Origination - Termination

	  	Rate


	 [*]
	  	[*]

  
 OC3 Dedicated Access Service (Option
2). Customer will pay the following monthly recurring local loop charge based on the Service type and location set forth below for intra-building OC3 Access and/or Cross Connects. This rate is in lieu of any other rates, discounts or promotions
(Tariff/Guide or otherwise), including the MCI Business Services I Program. 
  

					
	 Service Type

	 	 Location

	    	Monthly Recurring
Charge


	 OC3
	 	200 S. Virginia Street	    	[*]
	 	 	Reno, NV 89501	    	 


 [*] Confidential treatment has been requested for the
bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 
  


					
	 	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Page 8 of 8	  	Printed April 8, 2004 at 4:33:00 PM











			
	 	  	IMPORTANT
	[GRAPHIC]	  	Do not present this sheet to Customer.

  
 MCI Contract Cover
Page 
  
 IMPORTANT: Please READ THE GUIDELINES ON PAGE 2
CAREFULLY and follow each step as applicable for the services included within your customer signed contract. Include all required documents when submitting a Contract Package. Note that ANY modification to the language, terms, or
conditions of the agreement, including notes in the margins, results in immediate rejection by Contract Distribution. COMPLETE THE INFORMATION BELOW and SUBMIT WITH AGREEMENTS as soon as they are signed to avoid Implementation delays.

  

											
	
	CONTRACT PACKAGE INFORMATION
	
	Number of pages in this Contract Package (How many pages are you sending via eFax)?
	
	AGREEMENT INFORMATION
						
	Customer Name	  	CallWave Inc.	  	NASP ID	  	11XXXX1111	  	Contract ID	  	434838-04
						
	Address	  	136 West Canon Perdido Street	  	City	  	Santa Barbara	  	State & Zip	  	CA, 93101
						
	 Customer Type
  
 Contract Type
  
 Document Type
  
 Senior
VP
	  	New	  	 	  	 	  	 	  	 
	  	MCI Service Agreement
	  	New	  	 	  	 	  	 	  	 
	  	 	  	 	  	 	  	 	  	 
	
	SALES INFORMATION
						
	Rep Name	  	Lisa Rajic	  	Sales Channel	  	Commercial Accounts	  	Rep E-Mail	  	lisa.rajic@mci.com
						
	Rep Peoplesoft ID	  	 	  	Telephone #	  	v	  	Fax #	  	(213) 337-1746
						
	Rep Street Address	  	 	  	City	  	 	  	State	  	 
						
	Department	  	 	  	RevLoc	  	SC8	  	Branch Name	  	Agent West
						
	Sales Region	  	 Mid Market Chan.-
 Shaughnessy
	  	Director	  	Thomas Gorey	  	Regional VP	  	George Hampton
	
	SUPPORT INFORMATION (Check one box below to indicate primary POC for questions)
						
	 ̈    Rep (above)	  	Name	  	 	  	Phone	  	Email	  	 
						
	 ̈    Rep Manager	  	 	  	 	  	 	  	 	  	 
						
	 ̈    Service Rep	  	 	  	 	  	 	  	 	  	 
						
	 ̈    Conferencing Rep	  	 	  	 	  	 	  	 	  	 
						
	Pre-Sales Analyst	  	Patty Collins	  	 	  	v820-2112	  	patty.collins@mci.com	  	 
						
	BD Analyst	  	David Kevane	  	 	  	v620-1293	  	David.Kevane@mci.com	  	 
						
	Attorney	  	Debra Upton	  	 	  	v	  	debra.upton@mci.com	  	 
	
	If countersignature is required: Please provide overnight courier account #
	
	COMMENT

  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Agreement Cover Sheet	  	Printed April 8, 2004 at 4:33:00 PM











			
	[GRAPHIC]	 	 IMPORTANT
 Do not present this sheet to customer.


  
 Contract Cover Page

 MCI Service Agreement 
  
 If Customer will Manually sign the contract follow these steps 
  

	1.	 	Prepare Documents for Customer Signature 

  

	 	•	 	Print one original of the Customer Contract (if customer requires original counter signature – print TWO Contracts) 

  

	 	•	 	Additional instructions for Local, Long Distance, Toll Free LOA / Resp Org Forms: 

  

	 	•	Follow the instructions on Insite (under Sales Tools & Programs / Strategy Programs & Initiatives/ Corporate Initiatives/Contract Simplification) 


 

	 	•	 	Obtain Surety from the customer, if required. 

  

	2.	 	Prepare Contract Package for Contract Distribution 

  

	 	•	 	Gather the following applicable documents to complete the Contract Package: 

  

	 	•	Contract Cover page - completed 

  

	 	•	Customer signed contract with all applicable promos, schedules, and attachments (as indicated above) 

  

	 	•	Credit approval print out 

  

	 	•	Must match the Company name on the contract. (eVal.wcomnet.com). 

  

	 	•	Check “Security Attached” if sending in a Surety payment and include the check from the customer 

  

	 	•	 	Include the Following Product Specific Documents, in addition to those listed above 

  

	3.	 	Forward Contract Package to Contract Distribution: 

  
 Choose ONE (do not send package more than once): 
  

	 	•	 	Fax good quality Contract Package to eFax number: 404 479 0661 


	 	•	 	Only send via courier if: 

  

	 	•	Customer requests original MCI countersignature. 

  

	 	•	Surety payment (check) is included in the contract package. 

  
 MCI Contract Distribution 
 11475 Great Oaks Way 
 Alpharetta, GA 30022 
 (678) 256-7146 
  

	•	 	If the contract requires countersignature and customer has requested an original MCI countersignature send TWO, original if possible, customer-signed Contract Packages to:


  
 MCI Contract Distribution 
 11475 Great Oaks Way, Suite 300 
 Alpharetta, GA 30022 
 (678) 256-7146 
  

	 	•	Local, Long Distance, Toll Free 

  

	 	•	Follow instructions on Insite (under Sales Tools & Programs / Strategy Programs & Initiatives/ Corporate Initiatives/Contract Simplification) for RESP ORG /LOA Forms


  

	4.	 	If Contract Package sent via eFax file the ORIGINAL, including all applicable attachments, in the branch. If you sent via overnight package, file a COPY in the branch.


  

	5.	 	Contract Distribution will return the countersigned contract to Rep noted on page 1 (ensure address information is completed) 

  

	6.	 	Return the contract to your customer 

  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Agreement Cover Sheet	  	Printed April 8, 2004 at 4:33:00 PM











			
	[GRAPHIC]	 	 IMPORTANT
 Do not present this sheet to Customer.


  
 BILLING INFORMATION
FORM 
  
 CUSTOMER INFORMATION 
  

			
	Customer Name	  	 CallWave Inc.

	Address - Line 1	  	 136 West Canon Perdido Street

	Address - Line 2	  	 Santa Barbara, CA 93101

	Business Telephone	  	 (805) 690-4101

	Business Facsimile	  	 (775) 542-1000

	Point Of Contact Name	  	 
	Point Of Contact Telephone	  	 (      )        -
        

	Partner Marketing	  	 

  
 ACCOUNT TEAM
INFORMATION 
  

							
	Sales Rep Name:	  	Lisa Rajic	  	Sales Rep SSN:	  	 
	Sales Rep Phone:	  	(213) 337-1832	  	Email:	  	 lisa.rajic@mci.com

	Branch Name:	  	Agent West	  	Region:	  	 Mid Market Chan.- Shaughnessy

	Segment:	  	Comm East-Central	  	Sales VP:	  	 George Hampton


  
 CONTRACT INFORMATION

  

										
	 CONTRACT ID

	  	TERM LENGTH

	 	COMMITMENT

	 	 	CONTRACT TYPE

	 	FUND DEPOSIT


	434838-04	  	[ * ]	 	[ 	* ]	 	[ * ]	 	[ * ]

  
 SERVICES AND OPTIONS

  

					
	 SERVICE

	  	OPTION

	  	ENTITLEMENT


	VOICE:	  	 	  	 
	 Toll Free - Domestic
	  	2	  	VP
	DATA:	  	 	  	 
	INTERNET:	  	 	  	 
	OTHER:	  	 	  	 
	 Access (Network)
	  	2	  	VP

  
 BILLING SYSTEM IDs

  

			
	 BILLING SYSTEM

	  	 BILLING ID


	 	  	 
	 	  	 
	 	  	 
	 	  	 
	 	  	 

  

					
	 PROMOTION

	  	PROMO CODE

	  	PRODUCT/CHARGE CODE


	 MCI Business Services
	  	NA	  	NA
	 On the Network II Lit Building Access Promotion
	  	ONNETIIL	  	NA

  
 THIS CONTRACT
CONTAINS THE FOLLOWING NON-STANDARD/CUSTOM LANGUAGE 
  

									
	 Location

	  	Code

	  	 Paragraph Title

	  	Non-Standard

	  	Custom


	 Body
	  	5481.12	  	 RATES AND CHARGES
	  	X	  	 
	 Body
	  	5483.4	  	 TAXES
	  	X	  	 
	 Body
	  	9090.7	  	 Billing Increments
	  	X	  	 
	 Special Pricing
	  	7992.50	  	 Interstate Inbound Voice Service (Option 2)
	  	X	  	 
	 Special Pricing
	  	1567.291	  	 Special Pricing Preamble Option 2
	  	X	  	 
	 Special Pricing
	  	9184.118	  	 Access Service
	  	X	  	 

  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Agreement Cover Sheet	  	Printed April 8, 2004 at 4:33:00 PM



	[*]	 	Confidential treatment has been requested for the bracketed portions. The Confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission. 











			
	[GRAPHIC]	 	 IMPORTANT
 Do not present this sheet to Customer.


  
 Summary of Credit
Characteristics 
 for MCI Service Agreement 
 with CallWave Inc. 
  
 IMPORTANT: This document must be submitted with the Agreement package. 
  

													
	Credit Details	 	 	  	 	  	 	  	 	  	March 17, 2003
						
	 NASP ID
	 	 :
	  	11XXXX1111	  	 Credit Limit
	  	 :
	  	[ * ]
	 Contract ID
	 	 :
	  	434838-04	  	 Credit Analyst’s Name
	  	 :
	  	Deric Hood
	 Application-Tracking ID
	 	 :
	  	160264	  	 Date Request Submitted
	  	 :
	  	Jan 30 2004 2:38PM
	 Estimated Monthly Usage
	 	 :
	  	[ * ]	  	 Date Decision Rendered
	  	 :
	  	Jan 30 2004 2:38PM
	 	 	 	  	 	  	 Date Decision Expires
	  	 :
	  	Apr 29 2004
	 	 	 	  	 	  	 Rams Request ID
	  	 :
	  	 
	Sales Information	 	 	  	 	  	 
						
	 Sales Rep’s Name
 Sales Rep’s Phone
	 	 :
 :
	  	 Lisa Rajic
 (213) 337-1832
	  	 Branch
	  	 :
	  	Agent West
						
	Security	 	 	  	 	  	 	  	 	  	 ̈ Security
Attached
				
	 X - Approved
	 	 	  	 	  	 
				
	 Comments
	 	 	  	 	  	 
	 	 	 	  	 	  	 

  
  


					
	 CONFIDENTIAL
	  	 	  	Contract: 434838-04
	 ©2003, MCI WORLDCOM Communications, Inc.
 All Rights Reserved.
	  	Agreement Cover Sheet	  	Printed April 8, 2004 at 4:33:00 PM



	[*]	 	Confidential treatment has been requested for the bracketed portions. The Confidential redacted portion has been omitted and filed separately with the Securities and Exchange
Commission.